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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the year ended December 31, 1999.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED].
For the transition period from ______________ to ______________
Commission file number _________________
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below: BSB Bank & Trust Company 401 (k) Savings Plan in
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RSI Retirement Trust.
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B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office: BSB Bancorp, Inc., 58-68 Exchange
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Street, Binghamton, NY 13901.
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BSB Bank & Trust Company
401(k) Savings Plan in RSI Retirement Trust
Financial Statements
December 31, 1999 and 1998
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BSB Bank & Trust Company
401(k) Savings Plan in RSI Retirement Trust
Index
Page
Report of Independent Accountants................................ 2
Financial Statements:
Statements of Net Assets Available for Benefits,
December 31, 1999 and 1998.................................... 3
Statement of Changes in Net Assets Available for Benefits,
Years Ended December 31, 1999 and 1998........................ 4
Notes to Financial Statements................................... 5-8
Supplemental Schedule:
Schedule of Assets Held for Investment Purposes at End of Year.. 9
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PricewaterhouseCoopers LLP
One Lincoln Center
Syracuse, NY 13202-9972
Report of Independent Accountants
To the Participants and Administrator of the
401(k) Savings Plan in RSI Retirement Trust
Binghamton, New York
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the 401(k) Savings Plan in RSI Retirement Trust (the "Plan") at December 31,
1999 and 1998 and the changes in net assets available for benefits for the years
then ended in conformity with accounting principles generally accepted in the
United States. These financial statements are the responsibility of the Plan's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with auditing standards generally accepted in the United States,
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plan's
management. The supplemental schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
April 28, 2000
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BSB Bank & Trust Company
401(k) Savings Plan in RSI Retirement Trust
Statements of Net Assets Available for Benefits
December 31, 1999 and 1998
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Assets 1999 1998
Investments:
RSI Retirement Trust Funds $12,328,914 $ 8,597,474
Common Stock 1,149,907 1,458,688
Cash and cash equivalents 57,671 54,263
Loans receivable 431,520 237,169
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$13,968,012 $10,347,594
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The accompanying notes are an integral part of the financial statements
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BSB Bank & Trust Company
401(k) Savings Plan in RSI Retirement Trust
Statements of Changes in Net Assets Available for Benefits
Years ended December 31, 1999 and 1998
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<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Additions:
Employer contributions $ 295,155 $ 248,649
Participant contribution 828,625 645,995
Net appreciation in fair value of investments 1,700,231 936,968
Interest on loans 17,646 15,065
Funds transferred from merged plan 1,632,643
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4,474,300 1,846,677
Deductions:
Benefits paid to participants (853,882) (298,291)
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Net additions 3,620,418 1,548,386
Net assets available for benefits, beginning of year 10,347,594 8,799,208
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Net Assets Available for Benefits, End of Year $13,968,012 $10,347,594
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</TABLE>
The accompanying notes are an integral part of the financial statements
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BSB Bank & Trust Company
401(k) Savings Plan in RSI Retirement Trust
Notes to Financial Statements
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1. Plan Description
The following description of the BSB Bank & Trust Company 401(k) Savings Plan
(the "Plan") in RSI Retirement Trust provides only general information.
Participants should refer to the Plan agreement for a more complete
description of the Plan's provisions.
General
The Plan is a defined contribution plan covering all full-time employees of
the BSB Bank Trust Company (the "Company") who have one year of service and
are age twenty-one or older. The Plan was established on April 1, 1986 and
is subject to the provisions of the Employee Retirement Income and Security
Act of 1974 (ERISA).
Contributions
The Company contributes 100% of the participant's contribution up to two
percent of participant compensation and 50% of up to the next two percent of
participant's compensation.
Participants may contribute not less than one percent nor greater than ten
percent of their compensation up to a maximum of $10,000 per year on a
before-tax basis.
Participant Accounts
Each participant's account is credited with the participant's contributions
and allocations of (a) the Company's contributions, and (b) Plan earnings.
Participant and Company contributions are allocated among investment funds as
designated by the participant. Company contributions are allocated to
participant accounts based upon the matching contribution provisions
previously described. Allocation of Plan earnings is done on a quarterly
basis and is based on each fund's quarterly earnings percentage times the
participant's accumulated investments and earnings in the Fund. The benefit
to which a participant is entitled is the benefit that can be provided from
the participant's account.
Vesting
Participants are immediately vested in their voluntary contributions plus
actual earnings thereon. Vesting in Company contributions and earnings
thereon is based on years of continuous service. Participants vest 20%
annually and are 100% vested after five years of credited service.
Forfeitures
The portion of the matching contributions and earnings thereon for which a
participant is not vested is forfeited upon termination of employment with
the Company. The value of any forfeitures is used to offset part of the
Company's future contributions.
Payment of Benefits
On termination of service, a participant may elect to receive either a lump-
sum amount equal to the value of his or her account, or installments over a
period not to exceed 20 years.
Loans to Participants
The Plan also includes various terms and conditions under which a
participating employee can obtain loans from the Plan. Participants may
borrow up to 50% of their vested before-tax contribution or rollover account
balance. Participant loans must be no less than $500 and no greater than
$50,000. Loan transactions are treated as a transfer to (from) the
investment fund from (to) the participant loan fund. Loan terms may extend
to 5 years or up to 15 years for the purchase of a primary residence. The
loans are secured by the balance in the participant's account and bear
interest at a rate of a comparable term treasury note plus 1 percent.
Principal and interest are paid ratably through payroll deductions.
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BSB Bank & Trust Company
401(k) Savings Plan in RSI Retirement Trust
Notes to Financial Statements
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1. Plan Description (Continued)
Plan Termination
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate
the Plan subject to the provisions of ERISA. In the event of Plan
termination, participants will become 100% vested in their accounts.
Plan Merger
On July 1, 1999 the Company acquired Skaneateles Bancorp, Inc.
("Skaneateles"). Effective July 1, 1999 the Plan was amended to allow former
Skaneateles employees to participate in the Plan under the same eligibility
requirements as the Company's existing employees. On October 1, 1999 the
former Skaneateles Savings Bank 401(k) Savings Plan was merged into the Plan.
2. Summary of Significant Accounting Policies
Basis of Presentation
The financial statements of the BSB Bank & Trust Company 401(k) Savings Plan
in RSI Retirement Trust included herein have been prepared on an accrual
basis of accounting in accordance with generally accepted accounting
principles.
Investment Valuation
The Plan's investments are stated at fair value. Retirement trust funds
represent participation in the RSI Retirement Trust Funds and are valued by
the trust based upon the market value of each fund's underlying securities.
BSB Bancorp, Inc. and RSI System Group Inc. common stock is valued at its
quoted market price. Participant loans receivable are valued at cost.
Cash and Cash Equivalents
Cash and cash equivalents include cash in banks and short-term investment
funds with maturities of three months or less.
Income Recognition
The Plan presents in the statement of changes in net assets the net
appreciation (depreciation) in the fair value of its investments which
consists of the realized gains or losses and the unrealized appreciation
(depreciation) on these investments. The net appreciation (depreciation) in
the RSI Retirement Trust Funds includes interest, dividends, and realized and
unrealized gains and losses.
Administrative Expenses
The Company is responsible for all administrative costs of the Plan, which
approximated $30,000 and $22,000 for the plan years ended December 31, 1999
and 1998, respectively.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amount of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
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BSB Bank & Trust Company
401(k) Savings Plan in RSI Retirement Trust
Notes to Financial Statements
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2. Summary of Significant Accounting Policies (Continued)
Risks and Uncertainties
The Plan provides for various investment options in any combination of the
investment funds. Investments are exposed to various risks, such as interest
rate and market. Due to the level of risk associated with certain investments
and the level of uncertainty related to changes in the value of investments,
it is at least reasonably possible that changes in risks in the near term
would materially affect participants' account balances and the amounts
reported in the statement of net assets available for plan benefits and the
statement of changes in net assets available for plan benefits.
3. Tax Status
The trust established under the Plan to hold the Plan's assets is qualified
pursuant to the appropriate section of the Internal Revenue Code, and,
accordingly, the trust's net investment income is exempt from income taxes.
The Plan has obtained a favorable tax determination letter, dated November
18, 1992, from the Internal Revenue Service and the Plan administrator
believes that the Plan continues to qualify and to operate as designed.
4. Investments
Investments are held within various Common Funds maintained by Retirement
System Group Inc. ("RSI") and within a BSB Common Stock Fund held in a
custodial account at a financial institution.
Participants may choose between eight investment vehicles offered by the Plan
(The Retirement System Group, Inc. stock fund is closed to future participant
contributions or transfers). RSI Retirement Trust describes these funds as
follows:
Core Equity Fund - This fund invests in stocks of a broadly diversified
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group of medium to large companies aimed at sustainable growth in earnings
and dividends.
Emerging Growth Equity Fund - This fund's assets are invested primarily in
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stocks of smaller companies aimed at higher-than-average earnings growth
potential.
Value Equity Fund - This fund invests in stocks of a broadly diversified
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group of medium to large companies that appear to be selling at low
price/earnings ratios with a goal of achieving long-term earnings and
dividend growth.
Actively Managed Bond Fund - This fund invests in bonds of varying
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maturities of which a minimum of 65% is invested in securities issued or
backed by the United States government.
Intermediate Term Bond Fund - This fund invests in fixed income vehicles
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that mature within 10 years or have expected average lives of 10 years or
less of which a minimum of 65% is invested in securities issued or backed by
the United States government.
Short-Term Investment Fund - This fund is invested in money market
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instruments with a maximum average maturity of one year.
International Equity Fund - This fund invests in stocks of companies
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headquartered in foreign countries that appear to be selling at low
price/earnings ratios aimed at achieving capital appreciation.
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BSB Bank & Trust Company
401(k) Savings Plan in RSI Retirement Trust
Notes to Financial Statements
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4. Investments (Continued)
BSB Common Stock Fund - This fund invests in BSB Bancorp, Inc. common stock.
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The fair values of investments representing 5% or more of Plan assets at
December 31 are as follows:
1999 1998
RSI Core Equity Fund $5,270,810 $3,659,254
RSI Emerging Growth Fund 2,919,419 1,377,639
RSI Value Equity Fund 1,896,706 1,414,952
RSI Actively Managed Bond Fund 632,999 627,464
RSI Short-Term Investment Fund 965,463 884,467
BSB Bancorp, Inc. Common Stock 1,073,188 1,451,760
During 1999 and 1998, the appreciation
(depreciation) on the Plan's investments
were as follows:
1999 1998
RSI Retirement Trust Funds $2,315,261 $ 986,942
Common Stock (615,030) (49,974)
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$1,700,231 $ 936,968
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BSB Bank & Trust Company
401(k) Savings Plan in RSI Retirement Trust
<TABLE>
<CAPTION>
Number Fair
Investment of Units Cost Value
BSB Common Stock Funds:
<S> <C> <C> <C>
Cash 4,349 $ 4,349 $ 4,349
Marine Midland Collective Trust
Short-Term Investment Fund 53,322 53,322 53,322
BSB Bancorp, Inc. Common Stock 59,389 1,174,186 1,143,239
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1,231,857 1,200,910
RSI Retirement Trust Funds:
Core Equity Fund 46,009 1,464,012 5,270,810
Emerging Growth Fund 24,351 1,817,788 2,919,419
Value Equity Fund 24,354 1,559,644 1,896,706
International Equity Fund 3,906 208,867 262,969
Intermediate-Term Bond Fund 11,034 393,678 380,548
Actively Managed Bond Fund 17,164 667,670 632,999
Short-Term Investment Fund 41,084 988,750 965,463
Retirement System Group Inc. common stock 1,305 6,407 6,668
Participant loans (interest rates range from 6% to 9%) 431,520 431,520
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$8,770,193 $13,968,012
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</TABLE>
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BSB Bank & Trust Company
401(k) Savings Plan in RSI Retirement Trust
REQUIRED INFORMATION
(A) Financial Statements:
The Plan's financial statements and schedules prepared in accordance
with the financial reporting requirements of ERISA are filed as an
exhibit to this Annual Report on Form 11-K.
(B) Other Exhibit:
Consent of PricewaterhouseCoopers, LLP.
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BSB Bank & Trust Company
401(k) Savings Plan in RSI Retirement Trust
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
BSB Bank & Trust Company 401(k)
Savings Plan in RSI Retirement Trust
Date: June 28, 2000 By: /s/ Patricia A. Phelps
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Name: Patricia A. Phelps
Title: Administrative Vice President -
Human Resources
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